LOS ANGELES--(BUSINESS WIRE)--
Herbalife Ltd. (NYSE: HLF) ("Herbalife" or "the Company") announced
today it has commenced a "modified Dutch auction" self-tender offer to
purchase for cash up to an aggregate of $600 million of shares of its
common stock at a per share price not less than $60.00 nor greater than
$68.00. For each share tendered, shareholders will also receive a
non-transferable contractual contingent value right ("CVR") allowing
participants in the tender offer to receive a contingent cash payment
should Herbalife be acquired in a going-private transaction within two
years of today's commencement of the tender offer.
The closing price of Herbalife's common shares on the New York Stock
Exchange on August 18, 2017, the last full trading day before the
commencement of the tender offer, was $61.95 per share. The tender offer
is scheduled to expire at 5:00 P.M., New York City time, on September
19, 2017, unless the offer is extended.
The Herbalife Board of Directors has determined the tender offer, which
includes a combination of a cash payment and a CVR for each share, is an
appropriate way to return capital to shareholders that seek liquidity
under current market conditions while, at the same time, providing such
tendering shareholders potential additional value in the event Herbalife
is taken private within two years.
Specifically, the Company was recently in discussions with a prospective
financial investor regarding a potential transaction that could have led
to the Company being taken private. While these conversations were
formally terminated on August 16, 2017, because these discussions
contemplated the possibility of the Company being taken private, the
Board of Directors decided to provide tendering shareholders with some
protection in the event the Company is taken private within two years
resulting in remaining shareholders possibly receiving a higher price
than paid in the self-tender.
"Our Board and management team are committed to enhancing shareholder
value and we believe today's action is just one more step in meeting
this goal," said John DeSimone, Chief Financial Officer. "We have
already acquired during 2017 approximately $299 million of our shares on
the open market under our current $1.5 billion share repurchase plan,
and we believe this tender offer provides us an efficient way to buy
back additional shares at an attractive price."
In connection with the tender offer, Carl Icahn and his controlled
affiliates that own Herbalife shares (the "Icahn Entities") and
Herbalife entered into an agreement with the Icahn Entities on August
21, 2017 pursuant to which the Icahn Entities agreed, among other things
and for the two years following commencement of the tender offer, to not
increase their aggregate beneficial ownership above 50% of Herbalife's
outstanding common shares unless they have agreed to acquire 100% of its
outstanding common shares.
Demonstrating their commitment and belief in the long-term success of
Herbalife, members of the Board of Directors, Herbalife executive
officers and Carl Icahn, the Company's largest shareholder, have all
advised that they do not intend to tender shares into this tender offer.
The full terms and conditions of the tender offer are discussed in the
Offer to Purchase, dated August 21, 2017 ("Offer to Purchase"), and the
associated Letter of Transmittal and other materials relating to the
tender offer that Herbalife is filing today with the Securities and
Exchange Commission ("SEC").
The tender offer is not contingent upon obtaining any financing.
However, the tender offer is subject to a number of other terms and
conditions, which are described in detail in the Offer to Purchase.
Neither Herbalife, its Board of Directors or its affiliates, nor the
information agent or the depositary and paying agent, are making any
recommendation to shareholders as to whether to tender or refrain from
tendering their shares into the tender offer. Shareholders must decide
how many shares they will tender, if any, and the cash price within the
stated range at which they will offer their shares for purchase by
Herbalife. In doing so, shareholders should read carefully the
information in the Offer to Purchase and the other offer documents.
For more information about a "modified Dutch auction" tender offer, CVR,
and other details, please visit our investor website (http://ir.herbalife.com)
or refer to the Offer to Purchase.
Georgeson LLC is the information agent for the tender offer and
shareholders seeking additional information about the tender offer and
process should contact them toll free at (888) 505-9118. Computershare
Trust Company, N.A. is the depositary and paying agent for the tender
Copies of the Offer to Purchase, Letter of Transmittal, and other
related materials are available free of charge from Georgeson LLC, or on
the SEC's website, at www.sec.gov.
Herbalife's other public filings with the SEC, including annual reports
on Form 10-K, quarterly reports on Form 10-Q and current reports on Form
8-K, are also available for free on the SEC's website at www.sec.gov.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO PURCHASE, OR A
SOLICITATION OF AN OFFER TO SELL, ANY SECURITIES. THIS PRESS RELEASE IS
FOR INFORMATIONAL PURPOSES ONLY. THE TENDER OFFER IS MADE ONLY PURSUANT
TO AN OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS
THAT HERBALIFE INTENDS TO DISTRIBUTE TO ITS SHAREHOLDERS. HERBALIFE WILL
FILE A TENDER OFFER STATEMENT ON SCHEDULE TO WITH THE SEC. HERBALIFE'S
SHAREHOLDERS SHOULD READ THESE MATERIALS AND THE DOCUMENTS INCORPORATED
THEREIN BY REFERENCE CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY
DECISION WITH RESPECT TO THE TENDER OFFER.
About Herbalife Ltd.
Herbalife Nutrition is a global nutrition company whose purpose is to
make the world healthier and happier. We have been on a mission for
nutrition - changing people's lives with great nutrition products &
programs - since 1980. Together with our Herbalife Nutrition independent
distributors, we are committed to providing solutions to the worldwide
problems of poor nutrition and obesity, an aging population,
sky-rocketing public healthcare costs and a rise in entrepreneurs of all
ages. We offer high-quality, science-backed products, most of which are
produced in Company-operated facilities, one-on-one coaching with an
Herbalife Nutrition independent distributor, and a supportive community
approach that inspires customers to embrace a healthier, more active
Our targeted nutrition, weight management, energy and fitness and
personal care products are available exclusively to and through
dedicated Herbalife Nutrition distributors in more than 90 countries.
Through our corporate social responsibility efforts, Herbalife Nutrition
supports the Herbalife Family Foundation (HFF) and our Casa
Herbalife programs to help bring good nutrition to children in need. We
are also proud to sponsor more than 190 world-class athletes, teams and
events around the globe, including Cristiano Ronaldo, the LA Galaxy, and
numerous Olympic teams.
Herbalife Nutrition has over 8,000 employees worldwide, and is traded on
the New York Stock Exchange (NYSE: HLF) with net sales of
approximately $4.5 billion in 2016. To learn more, visit Herbalife.com or IAmHerbalife.com.
Financial information is available on ir.herbalife.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain "forward-looking statements." All
statements other than statements of historical fact are "forward-looking
statements" for purposes of federal and state securities laws.
Forward-looking statements include, but are not limited to, statements
regarding the anticipated effects of the consummation of the tender
offer described herein, the satisfaction of the tender conditions
described in the Offer to Purchase, and our expectations, hopes or
intentions regarding the future. Forward-looking statements may include
the words "may," "will," "estimate," "intend," "continue," "believe,"
"expect" or "anticipate" and any other similar words. Although we
believe that the expectations reflected in any of our forward-looking
statements are reasonable, actual results could differ materially from
those projected or assumed in any of our forward-looking statements. Our
future financial condition and results of operations, as well as any
forward-looking statements, are subject to change and to inherent risks
and uncertainties, such as those disclosed or incorporated by reference
in our filings with the SEC. Given these uncertainties, you should not
place undue reliance on these forward-looking statements.
Forward-looking statements represent our estimates and assumptions only
as of the date of this press release. No assurances can be given that
the Company will engage in any discussions or negotiations with any
party regarding a possible "going private" transaction or that any
"going private" transaction with respect to the Company will be
consummated. We expressly disclaim any duty to provide updates to
forward-looking statements, and the estimates and assumptions associated
with them, after the date of this press release, in order to reflect
changes in circumstances or expectations or the occurrence of
unanticipated events, except to the extent required by applicable
securities laws. All forward-looking statements are qualified in their
entirety by reference to the factors discussed above and under "Risk
Factors" set forth in Part I Item 1A and elsewhere of the Company's
Annual Report on Form 10-K, filed with the SEC on February 23, 2017, and
in Part I Item 4 and elsewhere of the Company's Quarterly Report on Form
10-Q, filed with the SEC on August 1, 2017, as well as the risks and
uncertainties discussed in the Company's other filings with the SEC,
including risks resulting from a decrease in the public float of the
shares which may result in slightly less liquidity and trading volume of
the shares after the consummation of the tender offer described herein
and could result in an increase in price volatility. We qualify all of
our forward-looking statements by these cautionary statements. We
caution you that these risks are not exhaustive. We operate in a
continually changing business environment and new risks emerge from time
View source version on businesswire.com: http://www.businesswire.com/news/home/20170821005267/en/
Director, Media Relations
VP, Investor Relations
Source: Herbalife Ltd.
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